Pergo Invites Shareholders to Annual Meeting

Trelleborg, Sweden, March 18—Pergo AB shareholders have been invited to attend the company’s annual general meeting, which is scheduled for Monday, April 18, at the company’s headquarters in Trelleborg, Sweden. Shareholders who wish to attend must be recorded in the share register maintained by the Swedish Securities Register Centre as of Friday 8 th of April 2005, and notify the company of their intent to attend by noon Tuesday 12 th of April 2005. Following is the proposed agenda for the meeting? Proposals of the Nomination Committee (item 2 and 10-14) The Nomination Committee, which consists of Petter Odhnoff (Andra AP-fonden), chairman, Roger Buehler (Laxey Partners Ltd), Fredrik Gradin (Explorer Group Inc.), Peter Rudman (Nordea Fonder), Peter Ronnstrom (Lannebo Fonder), and Bertil Villard, Chairman of the Board, has expressed that it intends to present proposals regarding item 2 and 10-14 on the agenda in good time ahead of the General Meeting. Dividend proposal (item 9) The Board of Directors proposes that no dividends shall be distributed for the financial year 2004. Proposal on personnel option scheme (item 15) The Board of Directors proposes that the General Meeting passes a resolution to implement a performance related personnel option scheme consisting of an issue of promissory notes combined with options for subscription in accordance with the following main conditions Allotment of and conditions for personnel options At the most 2,700,000 personnel options shall, free of charge, be issued to approximately 20 management employees in the Pergo group. Allotment shall be made by the Board of Directors with a maximum of 100,000 -- 300,000 options per person depending on the employment position. Each personnel option shall entitle to an acquisition of one share in Pergo during the period from the 1st of May 2007 to the 1st of March 2008 at an exercise price corresponding to 130 per cent of the average market value during a period in connection with the point of allotment. The exercise price and the number of shares for which each option entitles acquisition to shall be converted in the event of a split, merger, issue etc. in accordance with customary conditions. The options shall not constitute marketable security and shall not be transferable to third parties. The right to utilize the options is conditional upon that the option holder at the time of utilization is still employed in the Pergo group. Utilization shall however also be possible for a limited time following death or retirement with a pension from the company. The right to utilize the options is further conditioned upon that the Pergo group achieves a certain total operating profit before financial items and taxes (EBIT) during the financial years 2005 -- 2006. It shall be possible to exercise the options at an earlier stage in case of a compulsory purchase of shares, liquidation or merger whereby Pergo is absorbed by another company. In case of a premature exercise of the options the exercise price shall be reduced to an estimated present value of original exercise price. Should the Board of Directors, due to the result and financial position of the group, the conditions on the stock market and other factors, assess that the number of options which could be exercised determined from the earnings trend to be clearly exorbitant, the Board of Directors shall have the authority to reduce the number of options to be exercised. Security arrangements with respect to the commitments for the personnel option scheme -- issue of promissory notes combined with options for subscription